Farmland Industries, Inc. - Page 102




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             petitioner was reacting to extreme economic distress.                    
             Petitioner was on the verge of bankruptcy caused by an                   
             agricultural recession and large debt.  To remain in                     
             business, petitioner needed to reduce its interest expense.              
             Petitioner’s primary creditor, the Wichita Bank, required                
             that it sell assets to reduce its debt load.  Petitioner                 
             sold its Terra stock because it was the only asset that                  
             could be sold quickly to raise substantial cash but it                   
             structured the sale to retain a call on the crude oil                    
             produced by Terra.                                                       
                  We cannot find that this transaction merely enhanced                
             the overall profitability of the cooperative and was merely              
             incidental to petitioner’s cooperative operation.  In our                
             view, the sale of Terra was necessary for petitioner’s                   
             continued operation, and, thus, it was directly related                  
             to petitioner’s cooperative enterprise and actually                      
             facilitated the accomplishment of those activities.                      

             Disposition of Stock of Seaway and Mex-Am                                
                  We also find that the losses petitioner realized on                 
             the disposition of its capital stock in Seaway and Mex-Am                
             constitute patronage losses.  As with Terra, respondent                  
             mischaracterizes the business relationship between                       
             petitioner and both Seaway and Mex-Am.  Petitioner acquired              
             its interests in Seaway and Mex-Am in an effort to                       





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